Esquire Financial Holdings, Inc. 8-K

What Happened
Esquire Financial Holdings, Inc. (Esquire) announced on March 11, 2026 that it signed a definitive Agreement and Plan of Merger to acquire Signature Bancorporation, Inc. The deal is a multi-step transaction: Merger Sub will merge into Signature, Signature will then merge into Esquire, and Signature Bank will merge into Esquire Bank. The agreement was unanimously approved by the boards of both companies and was announced by a joint press release on March 12, 2026.

Key Details

• Exchange ratio: each share of Signature common stock will convert into 2.630 shares of Esquire common stock at closing; ratio is adjustable by loan dispositions (floor 2.50, cap 2.80). Cash paid for fractional shares.
• Equity awards: outstanding Signature options vest, will be assumed by Esquire and converted using the Exchange Ratio with adjusted exercise prices.
• Governance & leadership: Esquire will add two directors (Michael O’Rourke and Leonard Caronia) to each post‑transaction board; Michael O’Rourke will join Esquire Bank as President of the Signature division. Kevin Bastuga and Bryan Duncan will join as Executive VPs; employment agreements for these executives take effect upon closing.
• Approvals & closing conditions: transaction requires Signature and Esquire shareholder approvals, Nasdaq listing authorization for issued Esquire shares, effectiveness of an S-4 registration statement, and regulatory approvals (Federal Reserve, OCC, Illinois Department of Financial and Professional Regulation) without materially adverse conditions.
• Protective terms: Signature and Esquire made customary representations/covenants; a $15.0 million termination fee is payable by Signature in certain termination scenarios. Esquire secured voting agreements from Signature directors/officers and lock-up agreements from Signature executives (restrictions on selling most shares for 365 days, stepped sell limits through 1,095 days).

Why It Matters
This is a transformational merger that will combine Signature’s assets and operations into Esquire through stock consideration, potentially changing Esquire’s asset base, management and shareholder mix. Investors should note the exchange ratio (and its adjustment range), the requirement for shareholder and regulatory approvals, the potential for dilution from newly issued Esquire shares, and the appointment of Signature leadership to key roles. The deal’s completion depends on customary closing conditions (including S-4 effectiveness and regulatory sign-offs), so timing and final terms remain subject to those approvals.